Montage Enters Into Agreement With Barrick And Endeavour To Expand Koné Gold Project And Arranges $20 Million Bought Deal Financing

06/08/22, 8:00 AM

Location

vancouver

Money raised

$20 million

Montage Gold Corp. ("Montage" or the "Company") (TSXV: MAU) (OTCPK: MAUTF) is pleased to announce that it has entered into an agreement (the "Agreement") with a subsidiary of Barrick Gold Corporation ("Barrick") and a subsidiary of Endeavour Mining plc ("Endeavour"), pursuant to which Montage will acquire a 100% interest (the "Transaction") in the Mankono-Sissédougou Joint Venture Project (as described below, and referred to as "Mankono"), which consists of three properties contiguous to the Company's Koné Gold Project ("KGP") in Côte d'Ivoire. Under the terms of the Agreement, Montage will acquire 100% of the issued and outstanding shares of Mankono Exploration Limited (a Jersey Company) ("MEL"), which indirectly holds Mankono, for total consideration of C$30,000,000 comprised of C$14,500,000 in cash, 22,142,857 common shares of Montage, and the granting of a 2% NSR royalty (allocated 70% to Barrick and 30% to Endeavour based on their relative ownership interest in MEL).

Company Info

Company

Montage

Location

vancouver, washington, united states

Additional Info

The gross offering price of the Subscription Receipts will accrue interest for the benefit of the Subscription Receipt holders as follows:10.0% per annum, payable in cash (the "Cash Interest") on the earlier of (i) the satisfaction of the Release Conditions; and (ii) the Termination Date; and6.0% per annum, payable in common shares (the "Interest Shares") to be issued at the then current "Market Price" (as defined in the TSXV Corporate Finance Manual), on the two month anniversary of the closing of Financing and on each subsequent two month anniversary of the prior Interest Shares payment date (each such two month period, a "Bi-Monthly Period") until the earlier of (i) the satisfaction of the Release Conditions; and (ii) the Termination Date; provided that no such interest shall accrue, and no Interest Shares will be issuable for any partial Bi-Monthly Period.The Subscription Receipts will not be listed on any stock exchange, though the Company has applied to list the common shares issuable upon exchange of the Subscription Receipts and the Interest Shares on the TSX Venture Exchange, which application remains subject to the approval of the TSX Venture Exchange.The 2% NSR royalty (the "Royalty") will apply only to the permits and applications that currently comprise Mankono (see Figure 1) and will be subject to a 1% buyback at the option of Montage for a period of two years for a price of US$10 million. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the common shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Subscription Receipts and the Escrow Interest being issued and paid to insiders will not exceed 25% of the Company's market capitalization (as determined under MI 61-101). The Company released the results of a definitive feasibility study (the "DFS") on the Koné Gold Project on February 14, 2022, outlining a 15-year gold project producing 3.06M ounces of gold with average annual production of 207koz, and peak production of 320koz. Montage has a management team and Board with significant experience in discovering and developing gold deposits in Africa. Montage is a Canadian-based precious metals exploration and development company focused on opportunities in Côte d'Ivoire.